Lightbridge Corp.: Exhibit 10.13 - Filed by newsfilecorp.com






Exhibit 10.13

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED
PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[REDACTED]*”. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION. 

AGREEMENT NO: EDC10017 

EMIRATES NUCLEAR ENERGY CORPORATION 

and 

LIGHTBRIDGE CORPORATION 

for 

NUCLEAR ENERGY CONSULTANCY SERVICES 




AGREEMENT 

THIS AGREEMENT is effective on 1St January
2010. 

BETWEEN: 

	(1) 	
      Emirates Nuclear Energy Corporation (ENEC) of P.O.
      Box 112010, Al Muroor Road, Abu Dhabi, the United Arab Emirates (the
      Customer, which expression shall include its permitted successors,
      assigns and novatees); and

	 	 
	(2) 	
       Lightbridge Corporation (the Consultant,
      which expression shall include its permitted successors, assigns and
      novatees).



WHEREAS: 

	(A) 	
      The United Arab Emirates has initiated a domestic nuclear
      energy program for the construction of nuclear power plants in the
    UAE.

	 	 
	(B) 	
      The Customer has established a Nuclear Program Office and
      wishes to appoint a legal consultant to provide legal consultancy services
      in connection with the Nuclear Program.

	 	 
	(C) 	
      The Consultant is a world class nuclear energy
      consultant.








	1. 	DEFINITIONS AND
      INTERPRETATION 
	2. 	FRAMEWORK AND REPUTATION 
	3. 	SCOPE OF APPOINTMENT
  
	4. 	TIME FOR PERFORMANCE OF THE SERVICES
  
	5. 	DUTY OF CARE 
	6. 	CONSULTANT STAFF 
	7. 	REPRESENTATIVES 
	8. 	PAYMENT AND TAXATION/DUTIES 
	9. 	RECORDS AND ACCOUNTING
    
	10. 	PUBLICITY 
	11. 	LIABILITIES 
	12. 	LIMITATION OF LIABILITY 
	13. 	CONSULTANT INSURANCES
  
	14. 	CONFLICTS 
	15. 	SUB-CONTRACTING, ASSIGNMENT
      AND TRANSFER 
	16. 	INTELLECTUAL PROPERTY 
	17. 	TERMINATION 
	18. 	CONFIDENTIALITY 
	19. 	FORCE MAJEURE 
	20. 	PERFORMANCE BANK GUARANTEE 
	21. 	GENERAL 
	22. 	NOTICES 
	23. 	COUNTERPARTS 
	24. 	GOVERNING LAW AND JURISDICTION 
	25. 	SIGNATORIES 
	SCHEDULE 1 (SCOPE OF SERVICES) 
	SCHEDULE 2 (PAYMENT
      SCHEDULE) 
	SCHEDULE 3 (INVOICING) 
	SCHEDULE 4 (NOMINATED
      PERSONNEL) 
	SCHEDULE 5 (TASK ORDER FORM) 
	SCHEDULE 6 (COMPLETION
      CERTIFICATE) 
	APPENDIX 1 EXCEPTIONS TO COMPLETION
  







	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 
	1.1 	
      Definitions

	 	 
		
      Affiliate means, in relation to any person, a
      subsidiary of that person or a holding company of that person or any other
      subsidiary of such holding company.

	 	 
		
      Agreement means this contract.

	 	 
		
      Authority means the federal government of the UAE,
      the government of the Emirate of Abu Dhabi, the government or other higher
      executive body of any constituent entity of the UAE and any municipality
      or other political subdivision, instrumentality, ministry, department,
      local or national agency, bureau or any executive, regulatory,
      supervisory, administrative or judicial body, inspector, official or
      public or statutory person or commission acting on behalf of and/or under
      the direct or indirect control of the authorized bodies of any of the
      foregoing or of any other country that has jurisdiction over the Services
      or the Nuclear Program.

	 	 
		
      Best Industry Practice means the exercise of that
      degree of skill, care, diligence, efficiency, foresight and operating
      practice which would reasonably be expected from a world class
      appropriately skilled, experienced and qualified professional nuclear
      energy consultancy services experienced in each of the disciplines to
      which the Services relate and engaged in activities of a similar scope,
      nature, complexity and size to the Consultant’s activities under this
      Agreement and under the same or similar circumstances, where such adviser
      and manager is seeking to satisfy the UAE Nuclear Policy Objectives and
      comply with its contractual obligations and all applicable laws and
      regulations.

	 	 
		
      Confidential Information means this Agreement and
      any and all information (including oral communication), which (whether
      before or after the entry into this Agreement) is (a) disclosed to the
      Consultant or any member of the Consultant’s staff by or on behalf of the
      Customer, any Stakeholder or any other participant in the Nuclear Program
      (including all documents, communications and advice to the Customer
      provided by any legal adviser of the Customer which is also received by
      the Consultant); (b) related directly or indirectly to the Nuclear Program
      and received by the Consultant or any member of the Consultant’s staff
      from any third party connected with the Nuclear Program; or (c) generated
      by the Consultant for the purposes of entering into this Agreement or
      generated by the Consultant pursuant to this Agreement.

	 	 
		
      Consultant’s Representative means the individual
      appointed by the Consultant as the representative of the Consultant for
      the purposes of this Agreement pursuant to Clause 7.1(e).

	 	 
		
      Customer’s Representative means the individual
      appointed by the Customer as the representative of the Customer for the
      purposes of this Agreement pursuant to Clause 7.1.

	 	 
		
      Deputy Consultant’s Representative means the
      individual appointed by the Consultant as the deputy to the Consultant’s
      Representative pursuant to Clause 7.1(h).







Documents shall have the meaning
given to it in Clause 16.1. 

Effective Date means the date
set forth in the preamble. 

Employed means, in relation to
any individual, that such individual is working for the Consultant pursuant
to: 

	 	(a) 	
      an employment contract between the Consultant and that
      individual; or

	 	 	 
	 	(b) 	
      a consultancy or similar contract between the Consultant
      and that individual,



and Employ and all derivations
of Employ will be construed accordingly. 

ENEC means the Emirates Nuclear
Energy Corporation of P.O. Box 112010, Al Muroor Road, Abu Dhabi, United Arab
Emirates. 

Force Majeure shall have the
meaning given to it in Clause 19. 

IAEA means the International
Atomic Energy Agency. 

Insolvency means in relation to
a person the occurrence of any of the following: 

	 	(a) 	
      it is, or is deemed for the purposes of any law to be,
      unable to pay its debts as they fall due or insolvent;

	 	 	 
	 	(b) 	
      it admits its inability to pay its debts as they fall
      due;

	 	 	 
	 	(c) 	
      by reason of actual or anticipated financial
      difficulties, it begins negotiations with any creditor for the suspension
      of payment or rescheduling of any of its indebtedness;

	 	 	 
	 	(d) 	
      a moratorium is declared in respect of any of its
      indebtedness;

	 	 	 
	 	(e) 	
      any step is taken with a view to a moratorium or a
      composition, assignment or similar arrangement with any of its
      creditors;

	 	 	 
	 	(f) 	
      a meeting of its shareholders, directors or other
      officers is convened for the purpose of considering any resolution , to
      petition for or file documents with a court or any registrar for its
      winding-up, administration or dissolution, or any such resolution is
      passed;

	 	 	 
	 	(g) 	
      any person presents a petition, or files documents with a
      court or any registrar, for its winding-up, administration or dissolution,
      unless it is a petition for winding-up presented by a creditor which is
      being contested in good faith and with due diligence and is discharged or
      struck out within 14 days;

	 	 	 
	 	(h) 	
      an order for its winding-up, administration or
      dissolution is made;








	 	(i) 	
      any liquidator, trustee in bankruptcy, judicial
      custodian, compulsory manager, receiver, administrative receiver,
      administrator or similar officer is appointed in respect of it or any of
      its assets;

	 	 	 
	 	(j) 	
      its directors, shareholders or other officers request the
      appointment of, or give notice of their intention to appoint, a
      liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
      receiver, administrative receiver, administrator or similar officer;
    or

	 	 	 
	 	(k) 	
      any other analogous step or procedure is taken in any
      jurisdiction.



Intellectual Property means all
patents, copyrights, design rights, database rights, trademarks, trade secrets,
rights in confidential information and all other intellectual property rights
and rights of a similar nature or having similar effect throughout the world; in
each case whether registered or unregistered and including all rights to apply
for registration of the same. Intellectual Property includes all rights in
inventions, designs, computer software, databases, copyright works and
information. 

Key Dates means the dates (if
any) identified in the Time Schedule by which the Consultant is required to have
completed to the required extent an identified element of the Services.


Nominated Personnel means those
individuals listed in Schedule 4 (Nominated Personnel) being members of the
Consultant’s staff. 

NPT means the 1968 Treaty on the
Non-Proliferation of Nuclear Weapons. 

Party means either Consultant or
Customer and Parties mean Consultant and Customer. 

Payment Schedule means the terms
of payment set out at Schedule 2 (Payment Schedule). 

Nuclear Program or Program
means the program to implement a commercial nuclear power program in the UAE
for the procurement, design and build of a fleet of nuclear power units.


Nuclear Program Office means the
team established by the Customer, to fulfil customer obligations in respect of
the Nuclear Program, to negotiate with prospective contractors and to oversee
the performance of the selected candidates and other activities related to the
Nuclear Program. 

Services means the services to
be provided by the Consultant under this Agreement as set out in Schedule 1
(Scope of Services) and any additional services instructed in accordance with
Clause 3.3. 

Stakeholder means such persons
as the Customer may designate as Stakeholders from time to time. 




Time Schedule means the program
attached at Schedule 2 (Time Schedule). 

UAE means the United Arab
Emirates. 

UAE Nuclear Policy Objectives
shall mean the objectives referred to in Clause 2.1 

	1.2 	
      Interpretation

	 	 	 
		
      In this Agreement, except where the context otherwise
      requires:

	 	 	 
		(a) 	
      any reference to this Agreement includes the Schedules to
      it each of which forms part of this Agreement for all purposes;

	 	 	 
		(b) 	
      a reference to an enactment or statutory provision shall
      include a reference to any subordinate legislation made under the relevant
      enactment or statutory provision and is a reference to that enactment,
      statutory provision or subordinate legislation as from time to time
      amended, consolidated, modified, re-enacted or replaced;

	 	 	 
		(c) 	
      a reference to a Clause, paragraph or Schedule shall be a
      reference to a Clause, paragraph or Schedule (as the case may be) of or to
      this Agreement;

	 	 	 
		(d) 	
      a reference to “includes” or “including” shall mean
      “includes without limitation” or “including without limitation”;

	 	 	 
		(e) 	
      the contents page and headings in this Agreement are for
      convenience only and shall not affect its interpretation;

	 	 	 
		(f) 	
      references to this Agreement include this Agreement as
      amended or supplemented in accordance with its terms;

	 	 	 
		(g) 	
      a reference to “staff” includes any person Employed by
      the Consultant including each Nominated Person (and if, but only to the
      extent, the Customer consents in writing to any sub-contracting by the
      Consultant, any such sub-contractor and any person working for that
      sub-contractor);

	 	 	 
		(h) 	
      a “regulation” includes any regulation, rule, official
      directive, or (whether or not having the force of law) request or
      guideline with which a person would customarily be expected to comply, of
      any governmental, intergovernmental or supranational body, agency,
      department or regulatory, self-regulatory or other authority or
      organisation;

	 	 	 
		(i) 	
      a “person” includes any person, firm, company,
      corporation, government, state or agency of a state or any joint venture,
      consortium, association, trust or partnership (whether or not having
      separate legal personality) of two or more of the foregoing;

	 	 	 
		(j) 	
      “calendar year”, “year”, “quarter”, “month” or “day”
      shall be calculated in accordance with the Gregorian
  calendar.








	1.3 	
      In the event of any conflict, the Clauses of this
      Agreement shall have priority over the contents of the Schedules or other
      documents forming part of this Agreement or any policy document, for the
      purposes of the Customer’s relations with the Consultant.

	 	 	 	 
	2. 	
      FRAMEWORK AND REPUTATION

	 	 	 	 
	2.1 	
      The Consultant acknowledges that the Customer holds the
      following objectives for the Nuclear Program and, in carrying out the
      Services, the Consultant shall have the utmost regard to the importance to
      the Customer of such objectives:

	 	 	 	 
		(a) 	
      The implementation of a peaceful nuclear program that
      will make the potential benefits of nuclear power available to the people
      of the UAE which incorporates the principles of:

	 	 	 	 
			(i) 	
      complete operational transparency;

	 	 	 	 
			(ii) 	
      the highest standards of non-proliferation;

	 	 	 	 
			(iii) 	
      the highest standards of safety and security;

	 	 	 	 
			(iv) 	
      conformance with IAEA standards;

	 	 	 	 
			(v) 	
      working with governments and firms of responsible nations
      as well as with the assistance of appropriate expert organisations;
    and

	 	 	 	 
			(vi) 	
      an approach that best ensures long-term
      sustainability.

	 	 	 	 
		(b) 	
      Compliance with UAE international treaty obligations,
      legal requirements and international undertakings with regard to the
      Nuclear Program.

	 	 	 	 
	3. 	
      SCOPE OF APPOINTMENT

	 	 	 	 
	3.1 	
      The Customer appoints the Consultant to provide the
      Services in accordance with this Agreement.

	 	 	 	 
	3.2 	
      The Consultant shall comply with the reasonable
      instructions of the Customer given from time to time with regard to the
      performance of the Services and any other obligations of the Consultant
      under this Agreement.

	 	 	 	 
	3.3 	
      The Services to be performed by the Consultant shall
      include the services described in Schedule 1 (Scope of Services) and such
      other consulting and advisory services within the Consultant’s skill and
      relating to the Nuclear Program as the Customer may in its absolute
      discretion determine and notify to the Consultant from time to time in
      writing.

	 	 	 	 
	3.4 	
      The Consultant does not have the authority to enter into
      contracts on behalf of the Customer or to bind the Customer in any way.
      The Consultant shall not hold itself out as having authority to bind or
      act on behalf of the Customer. Nothing in this
Agreement constitutes or is deemed to constitute a partnership or a
  joint venture between the Parties for any purpose whatsoever.








	3.5 	
      Any approval, consent, comment, advice and the like given
      (or not given as the case may be) by or on behalf of the Customer in
      relation to any deliverable or any other matter under this Agreement will
      not relieve the Consultant from any obligation under this Agreement
      (including its obligations to deliver the deliverable in accordance with
      this Agreement or in relation to any other matter) and will in no way
      diminish the Customer’s right subsequently to reject a deliverable or
      other matter if it is not found to be in accordance with this
      Agreement.

	 	 
	3.6 	
      The Consultant shall permit the Customer and any
      consultant or adviser appointed by the Customer (including their
      authorized representatives) reasonable access at all times to internal
      meetings, all correspondence, all information technology systems, all
      files and records and to all premises of the Consultant for the purposes
      of inspecting, monitoring and/or auditing the Consultant’s performance of
      this Agreement.

	 	 
	3.7 	
      Upon signature of this Agreement, the Consultant shall
      provide the Customer with a certified copy of its company registration
      documents (which detail Consultant’s country of incorporation, company
      registration number and date of incorporation).

	 	 
	3.8 	
      Without prejudice to the other provisions of this
      Agreement, the Consultant shall take such steps and do or refrain from
      doing all such things in addition to its obligations under the other
      provisions of this Agreement as the Customer may reasonably require from
      time to time to enable the Customer to comply with its obligations to any
      other person and/or the UAE to comply with its obligations under any
      applicable treaty or agreement with another state or states,

	 	 
	3.9 	
      Should the Consultant consider it necessary in order to
      perform the Services to contact any Authority, then the Consultant shall
      liaise with the Customer prior to making such contact.

	 	 
	3.10 	
      The Consultant shall be responsible for identifying and
      notifying the Customer in writing prior to the transfer of any Consultant
      and subcontractor technology and information that is subject to export or
      re-export controls by any governmental authority of the restrictions that
      are associated with such controlled technology and information.

	 	 
	4. 	
      TIME FOR PERFORMANCE OF THE SERVICES

	 	 
	4.1 	
      This Agreement, other than Clauses 4.1, 18, and 20 to 24
      which shall come into effect on the date of this Agreement, shall commence
      on the Effective Date and, unless otherwise than as provided for in this
      Agreement, shall expire on the Termination Date. To the extent the
      Consultant has performed any of the Services prior to the Effective Date,
      then from the Effective Date such Services shall be deemed to have been
      performed pursuant to this Agreement and shall be governed by the terms of
      this Agreement.

	 	 
	4.2 	
      The Consultant shall carry out the Services and its other
      obligations under this Agreement in accordance with the Time Schedule and
      in order to meet the Key Dates set out therein, or where relevant such other time periods as
      may be agreed from time to time with the Customer and where no date is
      specified or agreed with the Customer, within a reasonable time.








	4.3 	
      The dates in the Time Schedule and the Key Dates shall be
      adjusted as is reasonably commensurate to the effect of the delay (to the
      extent this delay could not reasonably be mitigated by the Consultant) if
      the Consultant suffers delay as a result of the occurrence of any of the
      following events:

	 	 	 
		(a) 	
      the Customer suspends the Services to the extent such
      suspension is not due to a breach of this Agreement by the
    Consultant;

	 	 	 
		(b) 	
      an act of prevention by the Customer;

	 	 	 
		(c) 	
      if and to the extent the Customer is affected by Force
      Majeure.

	 	 	 
	4.4 	
      Unless otherwise stated in this Agreement, if the
      Consultant shall fail to complete the Services within the timeline
      prescribed, then unless such failure is due to those reasons set out in
      Clause 4.3, the Consultant shall pay the Customer, as service credits for
      the Consultant’s failure to meet the completion of the Services, as set
      out in the said time schedule up to a maximum of ten (10%) percent of the
      total contract value.

	 	 	 
	4.5 	
      Unless otherwise stated in this Agreement, the amount of
      service credits due to the Customer for any delays shall be calculated by
      dividing the delay period of the Services by the stipulated completion
      period of the Agreement multiplied by the total contract value.

	 	 	 
	4.6 	
      The Consultant acknowledges and agrees that the service
      credits are a price adjustment and are not an estimate of the loss or
      damage that may be suffered by the Customer as a result of the
      Consultant’s failure to timely perform the Services. Payment of any
      service credit under this Agreement shall be without prejudice to any
      other of the Customer’s rights and remedies, including any entitlement
      that the Customer may have to damages under the Agreement, or to any right
      of the Customer to terminate this Agreement as permitted under this
      Agreement.

	 	 	 
	4.7 	
      The Customer shall issue the Consultant with a completion
      certificate in the form set out in Schedule 8 (Completion Certificate)
      upon completion of the Services.

	 	 	 
	5. 	
      DUTY OF CARE

	 	 	 
	5.1 	
      The Consultant shall exercise Best Industry Practice in
      carrying out the Services and shall comply with all applicable laws and
      regulations in connection with the performance of its obligations under
      this Agreement.

	 	 	 
	5.2 	
      In the event that any breach of Clause 0 becomes
      apparent, the Consultant shall promptly notify the Customer or the
      Customer may notify the Consultant and in either case upon the Customer’s
      written request the Consultant shall make good such breach in
  such manner so as to minimise any downtime or delay to the
      Nuclear Program and with the result that the Services will have been
  performed in accordance with this Agreement.








	5.3 	
      The costs to the Consultant of complying with Clause 0
      shall be borne entirely by the Consultant.

	 	 
	5.4 	
      Should the Consultant fail to take any action required
      under Clause 0 within such reasonable time as may be specified by the
      Customer or if no time is specified within 14 days of the relevant breach
      being identified, the Customer shall be entitled to take such action or to
      have such action taken and to recover from the Consultant the costs
      thereof and/or relating thereto.

	 	 
	5.5 	
      The Customer’s remedies under this Clause 0 are without
      prejudice to its rights at law or under Clause 17 (or any other provision
      of this Agreement) in respect of the relevant breach or failure.

	 	 
	6. 	
      CONSULTANT STAFF

	 	 
	6.1 	
      The Consultant shall act as an independent contractor
      under this Agreement and, except where this Agreement otherwise expressly
      provides, none of the Consultant’s staff shall be deemed to be the
      employees, agents or representatives of the Customer.

	 	 
	6.2 	
      The Consultant will be responsible for Employing and
      fully training all staff required by it to comply with its obligations
      under this Agreement. The Consultant shall ensure that all staff Employed
      by it have sufficient skills and experience to perform the role(s)
      assigned to them.

	 	 
	6.3 	
      Subject to Clause 6.4, the Consultant undertakes to keep
      the Nominated Personnel engaged in the performance of the Services and in
      the roles opposite their name in Schedule 4 (Nominated Personnel) (or,
      where relevant, the role of the previous Nominated Person who they have
      replaced) for the duration of this Agreement or such other period as the
      Consultant and the Customer may agree.

	 	 
	6.4 	
      The Consultant will not be in breach of Clause 6.3 if a
      Nominated Person ceases to be a member of its staff by virtue of death or
      that member of staff terminating its Employment with the
  Consultant.

	 	 
	6.5 	
      The Customer in its absolute discretion may require the
      immediate withdrawal of any member of the Consultant’s staff at any time.
      In such event the Consultant shall be afforded a reasonable time to secure
      a replacement.

	 	 
	6.6 	
      The Customer may require that any proposed or other
      member of the Consultant’s staff is subject to vetting by the relevant
      Authorities prior to commencing work on the Services or at any time. To
      assist with the process, the Consultant shall produce passports or provide
      other acceptable documents of identity for relevant members of its
      staff.

	 	 
	6.7 	
      Where for any reason any member of the Consultant’s staff
      fails to obtain the necessary security clearance required under Clause
      6.6, such person may not work for the Consultant in connection with this Agreement. It is the
      Consultant’s responsibility to ensure that sufficient members of its staff
      obtain the security clearance necessary to enable the Consultant to fully
      discharge its obligations under this Agreement.








	6.8 	
      Where there is a statutory or regulatory requirement that
      any member of the Consultant’s staff be licensed or authorized in order to
      carry out the role(s) assigned to it, the Consultant shall inform the
      Customer and shall ensure that such person is duly licensed or authorized
      throughout the period of their involvement in the Nuclear
  Program.

	 	 	 
	6.9 	
      The Customer may not at any time directly or indirectly
      induce, solicit, persuade or entice or attempt to induce, solicit,
      persuade, or entice any of the Consultant’s staff to leave the Employment
      of the Consultant without the prior written approval of the Consultant.
      The Customer will not be in breach of this Clause 6.9 if it places an
      advertisement for employment or services in any media outlet even if a
      member of the Consultant’s staff responds to such advertisement.

	 	 	 
	6.10 	
      The Consultant may not at any time directly or indirectly
      induce, solicit, persuade or entice or attempt to induce, solicit,
      persuade or entice any of the Customer’s staff (or the staff of any other
      person involved in the Nuclear Program) to terminate their employment or
      consultancy arrangements with that person without the prior written
      approval of the Customer. The Consultant will not be in breach of this
      Clause by placing an advertisement for employment or services in any media
      outlet even if a member of the Customer’s staff (or the staff of any other
      person involved in the Nuclear Program) responds to such
    advertisement.

	 	 	 
	7. 	
      REPRESENTATIVES

	 	 	 
	7.1 	
      (a) 
	
      The Customer's Representative shall be identified by the Customer to the
      Consultant from time to time by notice in writing.
	 	 	 
		(b) 	
      The Customer’s Representative shall represent and act for
      the Customer at all times during the term of this Agreement.

	 	 	 
		(c) 	
      The Consultant shall comply with the Customer’s
      Representative’s written directions, orders and instructions. Any
      approval, consent, order, direction or request given by the Customer’s
      Representative shall not in any way limit, reduce or waive the obligations
      or liabilities of the Consultant under this Agreement. Any communication
      received by the Consultant, from someone other than the Customer’s
      Representative or his authorized delegate shall not be valid and shall not
      be relied on.

	 	 	 
		(d) 	
      Except where this Agreement otherwise provides, a
      direction, order or instruction may be given orally and the Customer’s
      Representative must, as soon as practicable, confirm in writing that
      direction, order or instruction.

	 	 	 
		(e) 	
      The Consultant’s Representative is as set out in Schedule
      4.








		(f) 	
      The Consultant’s Representative shall represent and act
      for the Consultant at all times during the term of this Agreement and
      shall be responsible for overseeing the performance by the Consultant of
      its obligations. The Consultant shall be bound by the written directions
      of the Consultant’s Representative. Matters within the knowledge of the
      Consultant’s Representative are deemed to be within the knowledge of the
      Consultant.

	 	 	 
		(g) 	
      The Customer shall be entitled to rely on the authority
      of the Consultant’s Representative to act for and commit the Consultant in
      regard to all matters in connection with the Services and this Agreement
      including the making of any amendments or additions to this Agreement or
      deletions from this Agreement. The Consultant shall be responsible to the
      Customer for the acts, defaults and neglects of the Consultant’s
      Representative as if they were the acts, defaults and neglects of the
      Consultant and the appointment of the Consultant’s Representative shall in
      no way relieve the Consultant of any obligation or liability under this
      Agreement.

	 	 	 
		(h) 	
      The Consultant shall nominate an individual as the Deputy
      Consultant’s Representative by notice in writing to the Customer. The
      Deputy Consultant’s Representative shall act for and on behalf of the
      Consultant’s Representative during all periods of absence of the
      Consultant’s Representative and when so acting shall be treated as if he
      were the Consultant’s Representative.

	 	 	 
		(i) 	
      The Consultant shall not remove or replace the
      Consultant’s Representative or the Deputy Consultant’s Representative
      without the Customer’s prior consent, which will not be unreasonably
      withheld.

	 	 	 
	8. 	
      PAYMENT AND TAXATION/DUTIES

	 	 	 
	8.1 	
      The price payable for the Services shall be as specified
      in and payable in accordance with Schedule 2 (Payment Schedule) and shall
      be inclusive of all other charges. Where Services are to be charged on the
      basis of an hourly rate (including where such rates are capped by the day
      or by the week), the Consultant warrants that it shall only claim for the
      time properly and necessarily spent in the provision of the
    Services.

	 	 	 
	8.2 	
      The Consultant shall be entitled to render invoices in
      accordance with Schedule 2 (Payment Schedule) accompanied by a certificate
      detailing the Services performed by the Consultant in the relevant period
      and complying with the requirements of Schedule 2 (Payment Schedule) and
      signed by an authorized representative of the Consultant. Payment of any
      sums which are clearly due and undisputed shall be made within 30 days
      from the end of the month in which the Customer receives the Consultant’s
      invoice and any other appropriate documentation provided that the invoice
      is correctly addressed. All invoices must be sent to the invoice address
      specified in Schedule 2 (Payment Schedule).

	 	 	 
	8.3 	
      Payment by the Customer shall be without prejudice to any
      claims or rights which the Customer may have against the Consultant and
      shall not constitute any acceptance by the Customer of the performance by
      the Consultant of its obligations hereunder.








	8.4 	
      The Customer is entitled to set off or reduce any
      payments due and owing to the Consultant under this Agreement by any
      amount which the Customer reasonably considers is owed to it by the
      Consultant. The Consultant may not set off or reduce any payments due and
      owing to the Customer under this Agreement by any amount which is due and
      owing by the Customer (or the Consultant claims is due and
  owing).

	 	 
	8.5 	
      Consultant shall be liable for all taxes, imposts,
      duties, withholding taxes, charges or other assessments of whatsoever
      nature, whether levied by the Government of Abu Dhabi or the UAE, or any
      other government elsewhere.

	 	 
	8.6 	
      All payments relating to sponsorship which shall enable
      Consultant to work in the UAE, as well as all personal income tax or any
      corporate taxes or registration charges levied by the Government of Abu
      Dhabi or the UAE at any future date, shall be borne by
  Consultant.

	 	 
	8.7 	
      Consultant shall be responsible for the importation,
      handling and documentation of all goods and equipment required to be
      imported by Consultant for the performance of Services under the
      provisions of this Agreement. Consultant shall obtain at its sole cost and
      expense all necessary import licenses, undertake the collection thereof at
      the port of discharge, and arrange and pay lighterage, port dues,
      wharfage, pilotage, cargo handling, storage and all other charges incurred
      in such importation.

	 	 
	8.8 	
      Consultant shall indemnify the Customer against any
      losses, damages, claims, actions, liabilities, demands, proceedings or
      judgments in respect of any taxes, imposts, duties, withholding taxes,
      charges, fees, or other dues or assessments for which Consultant would be
      liable pursuant to this Clause 8 to the extent any taxing authority
      requires the Customer to satisfy the aforementioned liabilities in place
      of Consultant.

	 	 
	9. 	
      RECORDS AND ACCOUNTING

	 	 
	9.1 	
      The Consultant shall at all times maintain full, current
      and accurate financial and accounting records relating to the performance
      of its obligations under this Agreement.

	 	 
	9.2 	
      The Consultant shall provide monthly reports to the
      Customer on all matters relating to the performance of the Services and
      its other obligations under this Agreement covering such matters and in
      such detail as the Customer may require.

	 	 
	9.3 	
      The Consultant shall retain the records and reports
      referred to in this Clause 9 for a period of at least six years from their
      respective start dates. At the expiry of such six-year periods the
      Consultant shall offer the Customer the opportunity to take possession of
      all such records and reports.

	 	 
	10. 	
      PUBLICITY

	 	 
	10.1 	
      Without prejudice to Clause 18, the Consultant shall not
      and shall ensure that no present or former member of its staff nor any of
      its Affiliates shall:








		(a)	 issue any public
announcement;
		 	 
		(b) 	
      make any press statement;

	 	 	 
		(c) 	
      issue any private pitch, proposal, bid, tender or
      marketing document; or

	 	 	 
		(d) 	
      include anything in any conference presentations, which
      contains ENEC’s logo or refers to or is related in any way to the Nuclear
      Program or this Agreement without the prior written approval of the
      Customer of the exact terms of such announcement, statement, document, or
      presentation.

	 	 	 
	10.2 	
      The Consultant shall advise the Customer immediately if
      it is approached by any member of the press on any matter in relation to
      the Nuclear Program.

	 	 	 
	11. 	
      LIABILITIES

	 	 	 
	11.1 	
      The Consultant shall indemnify the Customer against any
      losses, damages, claims, actions, liabilities, demands, proceedings or
      judgments in respect of personal injury to or death of any person and loss
      or damage to any property arising from the performance of the Consultant’s
      duties and the actions or inactions of it and any member of its staff, in
      each case other than to the extent the personal injury, death or loss or
      damage to property is attributable to the negligence and/or wilful default
      of the Customer or any member of its staff.

	 	 	 
	11.2 	
      No remedy or benefit which this Agreement provides for
      the Customer in relation to any breach or failure by the Consultant shall
      operate to exclude or limit any other remedy or benefit for the Customer
      provided for at law or elsewhere in this Agreement, except where expressly
      stated otherwise.

	 	 	 
	12. 	
      LIMITATION OF LIABILITY

	 	 	 
	12.1 	
      Subject to the provisions of Clauses 12.3 and 12.4,
      neither Party is liable to the other in any way for loss of use, loss of
      profit or incentive payments, loss of production or business interruption
      or for any kind of indirect or consequential loss or damage, which is
      connected with any claim arising under this Agreement or the subject
      matter of this Agreement, howsoever the same may be caused.

	 	 	 
	12.2 	
      Subject to the provisions of Clause 12.4, in no event
      shall either Party’s aggregate cumulative liability to the other Party
      arising out of or relating to a breach of this Agreement, exceed
      [insert sum in figures and words] or, where relevant, its
      equivalent in other currencies.

	 	 	 
	12.3 	
      The exclusion of liability provided for in Clause 12.1
      shall not apply to the liability of the Consultant under Clauses under
      which the Consultant is liable for breach of confidentiality or publicity
      restrictions or for liabilities which the Customer or any Additional
      Customer incurs to third parties or for breach of applicable
law,

	 	 	 
	12.4 	
      No provision of this Agreement shall limit or exclude
      either the Consultant’s or the Customer’s liability to one another for
      fraud nor shall it exclude or limit liability
for death or personal injury resulting from negligence or any
      other liability to the extent the limitation or exclusion is prohibited by
  law.








	13. 	
      CONSULTANT INSURANCES

	 	 
	13.1 	
      The Consultant shall procure, put in place and maintain
      professional indemnity insurance with first class insurers of sound repute
      and financial standing in each case in the relevant insurance market in
      respect of its obligations under this Agreement.

	 	 
	14. 	
      CONFLICTS

	 	 
	14.1 	
      The Consultant warrants and confirms to the Customer
      that, subject to Clause 14.2, it will not accept any instructions from a
      third party which may, in the reasonable opinion of the Customer,
      adversely affect the Nuclear Program or the Consultant’s performance of
      the Services, or create a conflict of interest in relation to the
      Consultant’s obligations under this Agreement. Without prejudice to the
      generality of the foregoing and notwithstanding Clause 14.2, the
      Consultant warrants that no Nominated Personnel shall be engaged in the
      provision of services which in the Customer’s opinion create a conflict of
      interest in relation to the Consultant’s obligations under this
      Agreement.

	 	 
	14.2 	
      In the event that the Consultant becomes aware of a
      potential conflict of interest, the Consultant shall notify the Customer
      immediately. The Customer shall determine whether or not any conflict may
      arise. In the event that the Customer determines that a conflict of
      interest may arise (whether or not following such notification by the
      Consultant) the Customer shall seek to agree with the Consultant the
      organisational and administrative arrangements necessary to identify,
      monitor and manage the relevant conflict of interest in a way so as to
      avoid the risk of damage to the interests of the Customer. Where the
      Customer (in its sole discretion) considers that the organisational and
      administrative arrangements the Consultant has in place or proposes are
      not or will not be sufficient to ensure that the risk of damage to the
      interests of the Customer is avoided, the Customer shall notify the
      Consultant and the Consultant shall refuse the instructions giving rise to
      the potential conflict or cease any further work in respect of those
      instructions.

	 	 
	15. 	
      SUB-CONTRACTING, ASSIGNMENT AND TRANSFER

	 	 
	15.1 	
      The Consultant may not assign, charge, transfer, novate
      or otherwise dispose of or encumber the whole or any part of either the
      benefit or the burden of this Agreement without the prior written consent
      of the Customer.

	 	 
	15.2 	
      The Consultant shall not sub-contract any of its
      obligations under this Agreement without the prior written consent of the
      Customer (which may be withheld in the Customer’s absolute discretion).
      The Consultant shall be liable to the Customer for the acts or omissions
      of any of its sub-contractors of the Consultant’s obligations under this
      Agreement.








	16. 	
      INTELLECTUAL PROPERTY

	 	 	 
	16.1 	
      The Consultant agrees that all Intellectual Property in
      all documents and materials specifically produced by or on behalf of the
      Consultant for use by the Customer in connection with or relating to this
      Agreement (including but not limited to all formulae, designs, models,
      sketches, drawings and plans) (the “Documents”) shall vest in and belong
      to the Customer and the Consultant shall at the request of the Customer
      take all such steps and execute all such assignments and other documents
      as the Customer may require to ensure that all Intellectual Property vests
      in and belongs to the Customer and for the registration or protection of
      the Customer’s rights in Intellectual Property. The Consultant shall not
      and shall not be required to transfer or assign its Intellectual Property
      rights in its methodologies, methods of work, skills, experience,
      expertise or working papers.

	 	 	 
	16.2 	
      The Consultant warrants and represents that any Documents
      produced by or for the Consultant pursuant to this Agreement will not
      infringe rights in Intellectual Property owned by a third party whether by
      reason of the use or exploitation of any such Documents or
    otherwise.

	 	 	 
	17. 	
      TERMINATION

	 	 	 
	17.1 	
      The Customer shall have the right (but not the
      obligation) to terminate this Agreement at its sole discretion at any time
      on thirty (30) days’ notice in writing to the Consultant. If the Customer
      terminates under Clause 17.1, the Customer shall pay to the Consultant as
      its sole liability in respect of that termination the proportion of the
      price payable for the Services as it relates to the work properly and
      satisfactorily carried out prior to termination or where the Services are
      charged on a time basis, for the time properly and necessarily spent on
      the Services prior to termination.

	 	 	 
	17.2 	
      The Customer shall also have the right (but not the
      obligation) to terminate this Agreement on no less than twenty (20)
      business days’ notice in writing to the Consultant at any time after the
      occurrence of any of the following:

	 	 	 
		(a) 	
      any material or persistent breach of this Agreement by
      the Consultant (other than a breach referred to elsewhere in this Clause
      17.2);

	 	 	 
		(b) 	
      any Insolvency of the Consultant;

	 	 	 
		(c) 	
      any breach by the Consultant of Clauses 10, 14, 15 or 18;
      or

	 	 	 
		(d) 	
      any suspension of performance due to Force Majeure of any
      of the Consultant’s obligations under this Agreement pursuant to Clause 19
      which continues for more than 90 consecutive days or, when aggregated with
      all other suspensions of performance of any obligations of the Consultant
      over the previous two (2) years, totals more than 120 days.

	 	 	 
	17.3 	
      Where the Consultant demonstrates to the reasonable
      satisfaction of the Customer, acting reasonably, that an event under
      Clause 17.2(a) is capable of remedy, the Customer
shall prior to exercising its right to terminate this
      Agreement, give the Consultant an opportunity to remedy the relevant
      breach or event within a reasonable period of time. If the event is not
      remedied within such a period to the reasonable satisfaction of the
      Customer, the Customer may terminate this Agreement with immediate
  effect.








	17.4 	
      The Consultant may terminate this Agreement if the
      Customer fails to make a payment to the Consultant under this Agreement
      (which is not being disputed by the Customer in good faith) of an amount
      which remains unpaid sixty (60) days after a written notice from the
      Consultant to the Customer (issued not earlier than the date upon which
      the amount of that payment became due and payable and specifying the
      amount of the payment and the basis on which the Consultant considers it
      is entitled to that amount).

	 	 	 
	17.5 	
      If this Agreement is terminated pursuant to Clause 17.2
      or 17.3:

	 	 	 
		(a) 	
      the Customer shall have no liability to the Consultant in
      respect of such termination except for its obligations under this
      Agreement to make payment for any invoices outstanding prior to
      termination and

	 	 	 
		(b) 	
      the Consultant shall comply with the Customer’s
      reasonable instructions in connection with the discontinuance of the
      performance of the Services and any hand over to a replacement consultant;
      and

	 	 	 
		(c) 	
      the Consultant indemnifies the Customer against any cost,
      loss or liability, incurred by the Customer as a result of such
      termination including the costs of appointment of a total or partial
      replacement, internal management time and any other additional costs,
      losses and liabilities arising as a result of or in connection with such
      termination; and

	 	 	 
		(d) 	
      such termination shall be without prejudice to any rights
      which the Customer may have in relation to the relevant events, breach or
      failure.

	 	 	 
	17.6 	
      Termination or expiry of this Agreement shall not affect
      the continued application of any provisions of this Agreement which
      expressly or impliedly survive termination or expiry.

	 	 	 
	18. 	
      CONFIDENTIALITY

	 	 	 
	18.1 	
      The Consultant shall

	 	 	 
		(a) 	
      not disclose any Confidential Information to any person,
      and

	 	 	 
		(b) 	
      not use any Confidential Information, except to the
      extent reasonably necessary for carrying out of its obligations under this
      Agreement and subject to and in accordance with the remainder of this
      Clause 18.

	 	 	 
	18.2 	
      The Consultant may disclose Confidential Information to
      the extent reasonably necessary for carrying out its obligations under
      this Agreement to:

	 	 	 
		(a) 	
      those of the Consultant’s staff
who:








			(i) 	
      have a reasonable need to know and use the Confidential
      Information provided any such disclosure shall be only to the extent
      any such Employee needs to know the same; 

			
	 	 	 	
       
			(ii) 	
      have been informed of the confidential nature of the
      Confidential Information in question and the specific obligations of
      secrecy and restricted use as assumed by the Consultant hereunder;
      and 

	 	 	 
			(iii) 	
      are bound by obligations no less stringent than those
      assumed by the Consultant under this Agreement and 

	 	 	 
		(b) 	
      those persons notified to the Consultant by the Customer
      as persons to whom the Consultant may disclose information, (which may
      include, to the extent necessary to perform the certifications required by
      this Agreement, the underwriters), provided in each case that those
      persons have entered into confidentiality undertakings with the Consultant
      in a form reasonably acceptable to the Customer,

	 	 	 
	18.3 	
      The Consultant acknowledges and agrees that it is and
      shall remain liable to the Customer for any breach of this Clause 18 by it
      or by any of its staff or by anyone to whom it discloses Confidential
      Information in accordance with Clause 18.2. Accordingly, any breach by the
      aforesaid shall constitute a breach of the obligations of the Consultant
      under this Clause 18. Without limiting the foregoing, the Consultant shall
      ensure that each member of its staff and anyone to whom the Consultant
      discloses Confidential Information in accordance with Clause 182 enters
      into a confidentiality undertaking with the Consultant in a form
      reasonably acceptable to the Customer.

	 	 	 
	18.4 	
      The provisions of this Clause 18 shall not apply to any
      Confidential Information which the Consultant can demonstrate:

	 	 	 
		(a) 	
      was, at the time the Confidential Information was
      received, obtained or generated by or on behalf of the Consultant, in the
      public domain; or

	 	 	 
		(b) 	
      was at the time the Confidential Information was
      received, obtained or generated by or on behalf of the Consultant already
      known to the Consultant otherwise than in connection with its role (or bid
      for a role) in the Nuclear Program;

	 	 	 
		(c) 	
      becomes public knowledge after it was received, obtained
      or generated by the Consultant otherwise than as a result of the breach by
      the Consultant of its obligations under this Clause 18;

	 	 	 
		(d) 	
      is required to be disclosed by law or regulation provided
      that, to the extent to do so would not place the Consultant in breach of
      UAE law or the laws of its country of incorporation, the Consultant will
      (i) promptly (and in any event within 24 hours) notify the Customer in
      writing if any Confidential Information is required to be disclosed by law
      or regulation and co-operate with the Customer regarding the timing and
      content of such disclosure or any action which the Customer may take to
      challenge the validity of such requirement; and (ii) prior to making
      any such disclosure, provide reasonable assistance to the
      Customer in seeking a protective order or other similar order: and (iii)
      disclose Confidential Information only to the extent required by the
      protective order or other similar order, if such an order is obtained, and
      if no such order is obtained, disclose only the minimum amount of
      Confidential Information required to be disclosed in order to comply with
  the applicable law or regulation.







	18.5 	
      The provisions and obligations set out in this Clause 18
      shall survive and remain in force following the termination of this
      Agreement.

	 	 	 
	18.6 	
      The Consultant hereby indemnifies the Customer from and
      against any and all claims, actions, proceedings, damages and costs
      (including legal and expert fees and costs) arising out of or relating to
      any breach by the Consultant or any member of its staff or anyone to whom
      the Consultant discloses Confidential Information pursuant to
  Clause 18.2 of any provision of Clause 18 or any confidentiality
      undertaking referred to in Clause 18.3.

	 	 	 
	18.7 	
      The Customer operates a transparency policy on access to
      information whereby information (including Confidential Information, this
      Agreement, correspondence, e- mails, minutes of meetings, deliverables
      under this Agreement and reports), provided by the Consultant to the
      Customer may be disclosed from time to time at the Customer’s discretion
      into the public domain and/or to any Stakeholder(s). The Consultant shall
      be deemed to have consented to such disclosure.

	 	 	 
	18.8 	
      The Consultant shall immediately notify the Customer of
      any request by any third party that Confidential Information be
      disclosed.

	 	 	 
	18.9 	
      Upon the termination or expiration of this Agreement, or
      at any other time upon the written request of the Customer, the Consultant
      shall promptly return to the Customer (or if the Customer so requests
      destroy) all Confidential Information (or, where the request is limited to
      specific information, such of it as may be specified in the request) in
      the Consultant’s or its staffs possession or control, together with all
      copies, summaries and analyses thereof, regardless of the format in which
      such information exists or is stored and shall procure the return (or if
      the Customer so requests destruction) of such information from any person
      to whom it has disclosed that Confidential Information in accordance with
      this Agreement consistent with applicable laws. Within five (5) business
      days following the expiration or earlier termination of this Agreement, or
      any written request as set forth above, the Consultant shall provide the
      Customer with a written certification of its compliance with the
      provisions of this Clause 18.9.

	 	 	 
	18.10 	
      From time to time and on the request of the Customer, the
      Consultant shall enter into confidentiality agreements relating to the
      Nuclear Program with any third party (other than the staff of the
      Consultant) nominated by the Customer, on terms equivalent to those on
      which the Customer has entered into a confidentiality agreement with the
      relevant third party, except to the extent that the Consultant considers
      (acting reasonably) that those terms would prevent it performing its
      obligations under this Agreement or place it in breach of this
      Agreement.








	19. 	
      FORCE MAJEURE

	 	 	 
	19.1 	
      Save to the extent expressly provided to the contrary in
      this Agreement, neither Party hereto shall be liable for any failure to
      fulfil any term of this Agreement, if fulfilment has been prevented by
      Force Majeure which for the purpose of this Agreement shall, mean any
      event or combination of events arising after the Effective Date which are
      unforeseeable and beyond the reasonable control of the Party in question
      (save for any such events expressly identified as not amounting to Force
      Majeure in this Agreement) and provided the affected Party has exercised
      reasonable care and diligence to prevent or avoid the consequences of such
      event or events on its ability to perform its obligations in a timely
      manner and is using all reasonable efforts to mitigate and overcome the
      effect of Force Majeure,

	 	 	 
	19.2 	
      On the occurrence of any event of Force Majeure the Party
      affected by the event of Force Majeure shall:

	 	 	 
		
      (a) 
	immediately give verbal notice upon having actual
      knowledge of such event to the other Party and promptly confirm that
      notice in writing; and 
	 	 	 
		(b)	
       use its best endeavours to mitigate the effect of
      such event of Force Majeure upon the fulfilment of such obligations under
      this Agreement as soon as possible.

	 	 	 
	20. 	
      PERFORMANCE BANK GUARANTEE

	 	 	 
		
      Not applicable

	 	 	 
	21. 	
      GENERAL

	 	 	 
	21.1 	
      The Parties acknowledge and agree that the terms and
      conditions of this Agreement have been freely, fairly and thoroughly
      negotiated. No provision in this Agreement is to be interpreted against
      either Party because the original draft of this Agreement or a provision
      was put forward by the Party and mutual releases or exclusions of
      liability are not to be construed against the Party in fact relying on
      them.

	 	 	 
	21.2 	
      Modifications or amendments to this Agreement must be in
      writing and executed by a duly authorized representative of each
    Party.

	 	 	 
	21.3 	
      (a) 
	
      If any term in or provision of this Agreement shall be
      held to be illegal, void or unenforceable in whole or in part under
      any enactment of law, the term or provision shall to that extent be deemed
      not to form part of this Agreement and the enforceability of the remainder
      of this Agreement shall not be affected.

			
		
      (b) 
	
      In the event that any portion or all of this Agreement is
      held to be illegal, void or unenforceable, the Parties agree to
      negotiate in good faith to reach an equitable agreement which shall effect
      the intent of the Parties as set forth in this
Agreement.








	21.4 	
      Subject to Clause 12.4, this Agreement sets forth the
      entire agreement and understanding between the Parties with respect to the
      subject matter thereof. This Agreement supersedes all oral and written
      agreements and understandings between them relating thereto, unless the
      contrary is expressly stated in this Agreement. Each of the Parties
      warrants and confirms to the other that it has not entered into this
      Agreement in reliance on, nor has it been induced to enter info this
      Agreement by any representation, warranty or undertaking made by or on
      behalf of the other (whether express or implied by statute or otherwise)
      which is not set out in this Agreement.

	 	 	 
	21.5 	
      None of the terms, provisions or conditions of this
      Agreement shall be considered waived by the Customer unless a waiver is
      given in writing by the Customer. Save for express waivers of rights of
      recourse, a waiver on the part of the Customer or the Consultant of any
      breach of any term, provision or condition of this Agreement, shall not
      constitute a waiver of any preceding breach of, or a precedent nor bind
      either Party hereto to a waiver of any succeeding breach of, the same or
      any other term, provision or condition of this Agreement.

	 	 	 
	21.6 	
      The Consultant on behalf of itself and its staff
      represents and warrants that it has not made or offered and will not make
      or offer with respect to the matters which are the subject of this
      Agreement:

	 	 	 
		(a) 	
      any compensation, commission, agency fee, introduction
      fee, payment, gift, promise or advantage to a third party where such
      payment or advantage would violate any applicable law or regulator or the
      laws of the jurisdiction of incorporation of the Consultant;

	 	 	 
		(b) 	
      any compensation, commission, agency fee, introduction
      fee, payment, gift, promise or advantage to a third party which is based
      or calculated on any capital employed, cost incurred, cashflow, revenue,
      or profit earned or generated or estimated to be earned or generated by
      the Consultant in the performance of the Services;

	 	 	 
		(c) 	
      any compensation, commission, agency fee, introduction
      fee, payment, gift, promise or advantage, whether directly or through
      intermediaries, to or for the use of any person, while knowing or being
      aware of a high probability that any such money or thing of value will be
      offered, paid, given or promised, directly or indirectly, to the Customer
      or any of their advisers or representatives or any public official
      including any person holding a legislative, administrative or judicial
      office, exercising a public function for a public agency, a public
      enterprise or a public international organisation (collectively
      officials), for the purposes of influencing any act or decision of such
      officials in their official capacity, or inducing such officials to use
      their influence in obtaining or retaining business for or with, or
      directing business to, the Consultant or any Affiliate of the
      Consultant.








	21.7 	
      Each Party agrees, upon the request of the other, to
      execute any documents and take any further steps as may be reasonably
      necessary in order to implement and give full effect to this
    Agreement.

	 	 	 	 
	22. 	
      NOTICES

	 	 	 	 
	22.1 	
      Any instruction, notification, agreement, authorisation,
      approval and acknowledgement to be given under this Agreement:

	 	 	 	 
		(a) 	
      shall be in writing and signed by or on behalf of the
      Party giving it;

	 	 	 	 
		(b) 	
      may be served by leaving it at or sending it by
      facsimile, email (but only where the email attaches the instruction,
      notification, agreement, authorisation, approval or acknowledgement as a
      “PDF” document), prepaid or registered international post by air to the
      address and attention of the relevant Party set out in Clause
  22.2;

	 	 	 	 
		(c) 	
      shall be deemed to have been received:

	 	 	 	 
			(i) 	
      in the case of facsimile, at the time of transmission
      provided that the sender receives a successful delivery
    notification;

	 	 	 	 
			(ii) 	
      in the case of e-mail, upon the generation of a receipt
      notice by the recipient’s server or, if such notice is not so generated,
      upon delivery to the recipient’s server;

	 	 	 	 
			(iii) 	
      in the case of delivery by hand, at the time of
      delivery;

	 	 	 	 
			(iv) 	
      in the case of international mail, five (5) days from the
      date of posting.

	 	 	 	 
	22.2 	
      For the purposes of Clause 22.1, the address, facsimile
      numbers, email addresses and bank account details of the parties are as
      follows:



The Customer 
Emirates
Nuclear Energy Corporation (ENEC) 
For the attention of: AbdulHamid Nassouri
(Executive Director Commercial) 
PO Box 94075 
Abu Dhabi, United Arab
Emirates 
Tel.:      +971 2 6595955

Fax:       +971 2 6595666 

The Consultant 
Lightbridge
Corporation 
1600 Tysons Blvd., Suite 550 
McLean, VA 22102 USA 




For the attention of: Seth Grae
(President & CEO) 
Tel. +1 571 730 1234 
Fax +1 202 318 2502 

	22.3 	
      All notices, instructions, information and other
      communications to be given by the Consultant or the Consultant’s
      Representative to the Customer under this Agreement shall be given to the
      Customer’s Representative, except as otherwise provided in this
      Agreement.

	 	 
	22.4 	
      All notices, instructions, information and all other
      communications to be given by the Customer or the Customer’s
      Representative to the Consultant under this Agreement shall be given to
      the Consultant’s Representative, except as otherwise provided in this
      Agreement.

	 	 
	23. 	
      COUNTERPARTS

	 	 
		
      This Agreement may be executed in any number of
      counterparts, each of which shall be an original as against any Party
      whose signature appears thereon, but all of which together constitute but
      one and the same instrument.

	 	 
	24. 	
      GOVERNING LAW AND JURISDICTION

	 	 
		
      This Agreement shall be governed by and construed in
      accordance with the federal laws of the United Arab Emirates and the laws
      of the Emirate of Abu Dhabi.







SIGNATORIES 

IN WITNESS WHEREOF, the Parties have caused this
Contract to be executed as of the Effective Date. 

CUSTOMER: 
Emirates Nuclear Energy Corporation (ENEC)


	Signature: 	 /s/ AbdulHamid Nassouri 	 
	 	 	 
	Name: 	 AbdulHamid Nassouri 	 
	 	 	 
	Title: 	 Executive Commercial Director 	 


CONSULTANT: 

Lightbridge Corporation 

	Signature: 	 /s/ Seth Grae 	 
	 	 	 
	Name: 	 Seth Grae 	 
	 	 	 
	Title: 	 President and CEO 	 






SCHEDULE 1: SCOPE OF SERVICES 

Consultant shall provide specialist technical staff to work
within the ENEC Program Office Organization. The Consultant staff will work
under the direction of ENEC Management. Each staff member seconded to ENEC shall
be assigned to an ENEC manager and shall have a defined role and responsibility
within the ENEC organization. Consultant staff shall participate in the
following key areas: 

	 	1. 	
      Commercial and Procurement Services

	 		
      Contract Management and Supply Chain Services as and when
      required.

	 	 	 
	 	2. 	
      Risk Management Services

	 		
      Risk Management Services for reviewing of Risks in
      Quarter 3 of 2010 and Periodic Program Risk Assessments to be scheduled by
      Customer

	 	 	 
	 	3. 	
      Communications Management Services

	 		
      Execution of work related to government relations
      counsel, industry research, and background assistance with media relations
      (technical expertise) as and when required.

	 	 	 
	 	4. 	
      Nuclear Safety

	 		
      Assistance in the areas of Emergency Planning and Nuclear
      Safety as and when required.

	 	 	 
	 	5. 	
      Additional Technical Services

	 		
      At request of the Customer the Consultant shall provide
      staff with expertise in additional technical services which may include
      but are not limited to the following:




	 	1. 	
      Technical and management reviews

	 	2. 	
      Fuel strategy

	 	3. 	
      Waste and decommissioning strategy

	 	4. 	
      Fleet deployment strategy

	 	5. 	
      Infrastructure and grid analysis

	 	6. 	
      Capacity development.

	 	7. 	
      Strategic budget development.

	 	8. 	
      Compliance with legislation, international
    agreement



Consultant shall perform work under Task Orders (Schedule 5)
authorized by ENEC Management (Two (2) originals shall be signed and approved).
Each Task Order shall have a description of work, deliverable(s), schedule and
personnel as shown in Schedule 4. These Task Orders shall accompany monthly
invoices as per Article 8.2. 




SCHEDULE 2: PAYMENT SCHEDULE 

	1 	
      Basis of Payment

	 	 
	1.1 	
      For each calendar year Customer and Consultant will agree
      on an estimated budget for services to be provided. Customer shall
      reimburse Consultant in accordance with the rates contained in this
      Schedule under item-2.

	 	 
	1.2 	
      Validity of rates and prices:
  *[Redacted]*.

	 	 
	1.3 	
      The labour rates specified in this schedule under
      item-2.2 ,shall include for employee’s salary, benefits, overheads,
      profits, taxes, insurance, medical, sick leave, local transportation,
      leave salary, overtime premium, bonus, incentive, communications, courier
      services, printing, reproduction, computer services, all costs associated
      with the personnel’s dependents and normal overseas Head Office
      back-up/company support.

	 	 
	1.4 	
      The labour rates are *[Redacted]*.

	 	 
	1.5 	
      The payment shall be at the applicable hour rates against
      the various positions specified in this schedule under item-2.2.
      Reimbursement to Consultant shall be made monthly based on the actual
      hours worked in accordance with the time sheets approved by
    Customer.

	 	 
	1.6 	
      No payment shall be made if personnel are absent or
      unavailable for work for any reason, including leave. Scheduling of leave
      of personnel scheduled to work under an approved task order shall be
      subject to Customer approval 30 days ahead of leave.

	 	 
	1.7 	
      No payment shall be made for categories/positions of
      personnel not detailed in this Schedule under item-2.2 unless agreed by
      Customer prior to performance of Service.

	 	 
	1.8 	
      Working Hours: The normal hours for personnel based in
      Home Office, Consultant’s Office or other locations excluding U.A.E will
      generally follow the work day schedule applicable at these locations.
      However, *[Redacted]*.

	 	 
		
      The working hours for personnel assigned in U.A.E or
      Customer Head Office in Abu Dhabi City will be 8 hours per day from Sunday
      through Thursday (5 days a week = 40 hours) except during the Holy month
      of Ramadan, by which Consultant’s personnel shall work the declared
      (reduced) hours. However, *[Redacted]*.

	 	 
	1.9 	
      Missions Allowance:

	 	 
		
      In addition to payment by Customer to Consultant for the
      actual duration worked in accordance to item-2 of this schedule, Customer
      shall pay to Consultant for Customer’s approved business travel/missions
      as detailed hereunder.



______________________________
*   
 *[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as
amended. The confidential information has been submitted separately to the U.S.
Securities and Exchange Commission. 





		1.9.1 	
      Accommodation, Messing and Transport facilities at
      Home Office or Consultant’s Office shall be arranged by the Consultant
      and the relevant costs are deemed to be covered by the labour rates
      specified in this schedule under item-2.2.

	 	 	 	 
		1.9.2 	
      Travel Fare & Subsistence Allowance:

	 	 	 	 
			A. 	
      For any Customer approved business travel, by air, train
      or road, Consultant shall be reimbursed the actual travel fare incurred as
      stipulated below:

	 	 	 	 
				
      Air and train travel shall be economy class.
      However for senior level personnel (Executive Consultant, Senior
      Technical Specialist, and Project Manager Categories Only) Consultant
      shall be reimbursed with actual cost of business class fare
      tickets.

	 	 	 	 
			B. 	
      For any Customer approved round trip business travel,
      which involves overnight stay, Consultant shall be reimbursed as per the
      actual expenses of lodging.

	 	 	 	 
			C. 	
      In addition, Consultant shall be paid an all-inclusive
      subsistence allowance equal to AED*[Redacted]* -
      US$*[Redacted]*. However, Customer may, at its sole discretion,
      elect to arrange and provide the accommodation to Consultant’s personnel.
      For Customer approved round trip business travel, which doesn’t involve an
      overnight stay, the Consultant shall be paid an all- inclusive subsistence
      allowance equal to AED*[Redacted]* -
  US$*[Redacted]*.

	 	 	 	 
				
      If the per diem exceeded AED*[Redacted]* -
      US$*[Redacted]*, it will remain reimbursable but Consultant shall
      provide respective receipts and invoice. However, in case average expenses
      per day (during a billing period) are AED*[Redacted]* -
      US$*[Redacted]* or less per day for all Consultant’s personnel,
      Consultant shall not provide respective receipts and invoice.

	 	 	 	 
				
      Moreover, the Consultant shall be entitled of the per
      diem from the travel day where travel commences before 12:00 Noon on the
      day.

	 	 	 	 
			D. 	
      The above shall be applicable to locations more than (50)
      fifty miles from the normal place of duty.

	 	 	 	 
			E. 	
      The above shall be the only compensation or reimbursement
      payable to Consultant in respect of such business travel.

	 	 	 	 
	1.10 	
      Support Services for Consultant:



______________________________
*    
*[Redacted]* indicates confidential information that has been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 





		1.10.1 	
      All support services to Consultant’s personnel in Home
      Office, including but not limited to all office facilities arid equipment,
      clerical, secretarial, accounting and administration services are deemed
      to be covered by the Rates in this schedule.

	 	 	 
		1.10.2 	
      Support services such as office facilities in Abu Dhabi
      city (other than where required in Consultant’s Home offices) shall be
      provided or arranged by Customer at no charge to Consultant. However, any
      personal communications conducted by Consultant’s personnel shall be
      back-charged to Consultant or deducted from Consultant’s due
      payments.

	 	 	 
	1.11 	
      Consultant Supplied Services:

	 	 	 
		
      Consultant will supply, at no cost to Customer unless the
      following services:

	 	 	 
		1.11.1 	
      All visas (along with valid passport), residence permit,
      driving license and other authorization requirements for working in the
      United Arab Emirates (U.A.E) and/or Missions location for his
      personnel.

	 	 	 
		1.11.2 	
      Management and administration of personnel.

	 	 	 
		1.11.3 	
      Medical to satisfy Customer of personnel fitness to
      work.

	 	 	 
		1.11.4 	
      Any and all other services required for the performance
      of the services and not specifically stated as being provided by
      Customer.

	 	 	 
	2 	
      Estimated Contract Price

	 	 	 
	2.1 	
      Summary of Estimated Contract Price

	 	 	 
		
      The Total Estimated Contract Price at the Effective Date
      is US $1,877,600 (United States Dollars One Million Eight Hundred
      Seventy Seven Thousand and Six Hundred only) as tabulated below. The
      Total Estimated Price is a one (1) year price estimate from 1 January 2010
      through 31 December 2010. The Consultant shall also inform the Customer if
      the Total Estimated Price will not be sufficient to cover all anticipated
      Task Orders.





	Description of items 	Provisional Amount (US$) 
	1 	Commercial & Procurement
      Services 	$*[Redacted]* 
	2 	Risk Management Services 	$*[Redacted]* 
	3 	Communication Management Services
    	$*[Redacted]* 
	4 	Nuclear Safety 	$*[Redacted]* 
	5 	Additional Technical
      Services 	$*[Redacted]*

	6 	Provision Sum for Mission/Business
      Travels 	$*[Redacted]* 
	  	Total Estimated Price (US$) 	$1,877,600 




Table (1): Summary of Total Estimated
Contract Price. 

______________________________
*    
*[Redacted]* indicates confidential information that has been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 








	2.2 	
      Labour Rates for Year 2010



For carrying out the services by the
Consultant in all locations the following rates shall be applicable: 


		Position
      
Category 	Position Title
    	Nominee/
      
Personnel Name 	*Hourly
      
Rate in US$ 
	1 	Executive
      
Consultant 	*[Redacted]*
	*[Redacted]*
	*[Redacted]*
  
	2
      








	
Senior 
Technical 
Specialist	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	3 	Project 
Manager 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	4 
	
Assistant 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]*
  



Notes: 

	1. 	
      Rates detailed above in table-3, are deemed to be fully
      inclusive rates for carrying out the services in all locations (inside and
      outside U.A.E) excluding transportation , accommodation and Travel Fare
      fees related to any approved travel/mission, refer to item 1.10 & 1.11
      in schedule-2.

	 	 
	2. 	
      Where personnel are assigned to provide services in
      Customer’s locations, Customer shall not be responsible for any
      transportation or accommodation charges incurred by such personnel who
      choose to travel to any location away from the work site.

	 	 
	3. 	
      Personnel not listed above in table-3 must be approved on
      each Task Order and designated by Position Category.

	 	 
	4. 	
      For personnel approved on a task order equivalent to full
      time work (greater than or equal to 120 hours per 30 calendar day period)
      and equal to or exceeding 60 calendar days, that person shall be subject to a *[Redacted]* in
labour rate during that task period. 




______________________________
*    
*[Redacted]* indicates confidential information that has been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 





	2.3 	
      Breakdown of Estimated Contract
  Price



Detailed hereunder, is breakdown of the
estimated provisional price for the services based on quantity duration
estimated by Customer. The Consultant shall be permitted to change the
allocation of funds within the Total Estimated Price to reflect actual spend
against Task Orders. Payment shall be made monthly on a reimbursable basis,
based on approved timesheets 


		Personnel 
Category 	Estimated 
Quantity 	Unit 	Rate 
(US $) 	Provisional
Amount for 
12
      months 
(US$) 
	1 	Commercial &
      Procurement Services 
	1.1 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	1.2 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	1.3 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	2 	Risk Management
      Services 
	2.1 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	2.2 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	3 	Communication
      Management Services 
	3.1 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	3.2 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	4 	Nuclear Safety
    
	4.1 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	4.1 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*/hour 	*[Redacted]* 
	5 	Additional
      Technical Services 	*[Redacted]* 
	6 	Provision Sum for
      Mission/Business Travels 	*[Redacted]* 
	  	Total Estimated
      Contract Price (US$) 	1,877,600
  




______________________________
*    
*[Redacted]* indicates confidential information that has been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 




SCHEDULE 3: INVOICING 

	A. 	
      Submission of Invoices



No later than the 20th day
after the end of each calendar month, the Consultant shall submit two (2)
separate monthly invoices for: 

	 	1. 	
      Professional Fees, and

	 	 	 
	 	2. 	
      Reimbursed Expenses.



Professional Fees shall include:
summary of work performed duly signed by Consultant, Professional fees for the
current period, Consultants hours expended for the current period, cumulative
hours expended year to date, and total estimated hours for the current calendar
year. 

Reimbursed Expenses shall include all
allowances including the per diem (or daily) allowance for Accommodation,
Messing & Transport and Travel/Missions only, and payment shall be as per
items 1.9 & 1.10 in Schedul-2. 

The Consultant shall submit the monthly
invoices to the following addresses (with one copy electronically in unprotected
Excel Sheet file submitted to the below email) in one (1) original, clearly
stamped ‘ORIGINAL’ and two (2) copies. The invoices shall: 

	 	(i) 	
      Bear reference to this Agreement Number (EDC10017),
      Addressed to ENEC Accounts Payable.

	 	(ii) 	
      Be supported by all necessary documentation to enable
      Client to review and accept them.

	 	(iii) 	
      Clearly state the reason for which payments are
      required.

	 	(iv) 	
      State the bank details where the payments are to be made
      and be signed by authorized person from the
Consultant.



The below addresses shall also be
utilized for submission of any/all queries concerning invoices. Additionally,
all invoices and correspondence shall clearly indicate in the subject the
Agreement Number and Title). 

Emirates Nuclear Energy Corporation
(ENEC) 
Attention: Accounts Payable 
P.O. Box 94075 
Abu Dhabi, UAE

Tel.:   +971 2 6595555 
Fax:    +971 2 6595666


	B. 	
      Invoice Currency and Rates



The currency of this Agreement shall be
the United States Dollar and all invoices and payments shall be expressed and
made in that currency. The values of invoices shall comply with the Prices and
Rates quoted in schedule-2. 




SCHEDULE 3: INVOICING 


	PROJECT 	 	INVOICE NO. 	 
	CONSULTANT 	 	CONTRACT 	 
	ADDRESS 	 	DATE 	 
	TEL 	 	PROJECT NO. 	 
	FAX 	 	PERIOD 	 





	No. 	Milestone 	Contract Amount
    
	


		
	  	TOTAL 	  
	  	VARIATIONS (IF
      APPLICABLE) 	  
	  	NET TOTAL 	  
	In Words 	  	 






	We hereby approve the release of the payment as
      described above and as per contract payment terms 	Approved for Payment






	 	 	 	 
	 


	 	 	 
	DATE 	DATE 	DATE 	DATE 
	 	 	 	 







SCHEDULE 4: NOMINATED PERSONNEL 


	Position 
Category 	Position Title 	Nominee/Personnel Name 
	Executive 
Consultant 	*[Redacted]* 	*[Redacted]* 
	Senior Technical
      
Specialist 







	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	Project Manager 	*[Redacted]* 	*[Redacted]* 
	Assistant 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]*





______________________________
*    
*[Redacted]* indicates confidential information that has been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 




SCHEDULE 5: TASK ORDER FORM 
(refer to next
page) 




TASK ORDER APPROVAL FORM 

	AGREEMENT NO. 	  
	AGREEMENT TITLE: 	  
	CONSULTANT/CONTRACTOR: 	  
	TASK ORDER NUMBER 	TASK ORDER TYPE 
	TASK 	  
	DESCRIPTION 	  


SCOPE, DELIVERABLES 
RELATED SCHEDULES 
PERSONNEL AND

DETAILED TRAVEL 
REQUIREMENTS IF AND 
AS APPLICABLE 
(ADDITIONAL
DETAILS ATTACHED, 
IF ANY) 

	CONSULT./CONTRACTOR 
	PROJECT LEAD 	TASK DURATION 
	  	  
	TOTAL TASK ORDER PRICE 
	(NOT TO BE EXCEEDED) 




	REQUESTOR 	CONSULTANT / CONTRACTOR 
	NAME 	NAME 
	ENEC POSITION TITLE 	POSITION TITLE 
	SIGNATURE AND DATE 	SIGNATURE AND DATE 



APPROVED TO START WORKS / SERVICES 

NAME 
ENEC POSITION TITLE 
SIGNATURE AND DATE 




SCHEDULE 6 

COMPLETION CERTIFICATE 

	Agreement No. ____________________	 	Date: ____________________________________________________________


Words and expressions used hereunder shall have the same
meanings assigned to them under the above Agreement. 

	Description of the Services: 
	 
	 


The above Services have been completed in accordance with the
provisions of the Agreement, except for those items, if any, listed in Appendix
I hereto, and this certificate is issued subject to the terms and conditions
contained in the Agreement. 

For and on behalf of: 

Emirates Nuclear Energy Corporation (ENEC) 

	By: _____________________________________________________________	 	Date: ___________________________
	 	 	 
	
      Title:___________________________________________________________
	 	  
	 	 	 
	Accepted for and on behalf of the Consultant: 	 	  
	 	 	 
	By:
      _____________________________________________________________	 	Date: __________________________
	 	 	 
	Title:___________________________________________________________	 	  






APPENDIX 1 

EXCEPTIONS TO COMPLETION 


	ENEC/Consultant to detail here any and all exceptions to
      the completion of the Services described in this Completion Certificate.
    


  





	cc: 	Procurement & Supplier Chain